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Below are individual case studies of clients working with Global Shares. Click on the icons to read what were the key issues and how Global Shares worked with our clients.
 Case Study : CEVA Logistics
"We hired Global Shares to manage the administration of our management subscription process as a crucial part of the buy out of the TNT Logistics business (since renamed CEVA Logistics) in November 2006. A high-pressure assignment, involving 250 of our most senior executives across numerous jurisdictions, the work needed to done to a tight deadline. Brought in at short notice, Global Shares proved that they could get the job done in a highly professional manner and we commend them for their responsive and client focused service.”
Graeme Taylor
Group Human Resources Director
CEVA Logistics
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Background
CEVA Logistics was formed following the leveraged buy out of the TNT Logistics business by Apollo Investment Management of New York in November 2006. Headquartered in Amsterdam, CEVA has 32,000 employees worldwide.
CEVA Equity Plan
Following completion of the LBO, equity participation was offered to 350 directors and senior managers across the world including the Netherlands, United Kingdom, Italy, Germany, France, Spain, the United States, Turkey, Australia, China, Singapore, Thailand and Brazil.
Each senior manager was invited to subscribe for shares in CEVA Logistics at market value and those opting to invest would receive matching share options. The level of investment and matching ratios depended on the seniority of the individual, with subscriptions ranging from €10,000 to over €1,000,000.
The assignment
Global Shares was engaged to manage the subscription process and the granting of the share options in a very tight timeframe. The subscription payments were to be made in three tranches, with the first part to be completed within one month of the deal completion (i.e. 4 December 2006). The second tranche was payable by 31 December 2006 and the final payment by 31 March 2007.
This meant sending out approximately 350 individualised emails with individualised subscription, shareholder and option agreements along with various signature pages (for non-complete clauses) and forms for opening bank accounts. Those in countries such as Germany, Spain, France and Turkey also received translations of all legal documents. About 250 managers opted to subscribe and bank accounts were opened for them in California.
Global Shares managed the return of all documentation (checking that it had all been fully completed), the opening of bank accounts, reconciling of all subscription payments and issue of completed and signed documentation to all participants.
Expensing the share options
Subsequently, CEVA retained Global Shares to advise on and assist the company to calculate the expense related to the stock options for the accounting period ending on 31 December 2006 and to provide the company with regular reports to enable them to calculate the ongoing expense of the options.
Ongoing partnership
Following on from the subscription process, Global Shares has been appointed as administrator of the CEVA Logistics Equity Plan on an ongoing basis for an annual fee. Global Shares has also taken on the responsibility for maintaining the capitalization table (share register) for CEVA Logistics.
Global Shares is looking forward to supporting the company through other corporate events given the nature of the ownership and to many years of partnership with a highly valued client.
Case Study : Freescale Semiconductor
"We hired Global Shares because they had the capability to work with our broker-administrator and us to design a custom stock option exchange portal in the timeline we needed. Our client manager provided the necessary support to keep the project on track and resolve actions quickly. The Global Shares team was consistently available to address our questions, responsive when called on, and willing to go the extra mile to satisfy our requirements. In short, they got the job done and it was a pleasure to work with them.”
Claudia Yanez
Freescale Semiconductor, Inc.
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Background
Global Shares was appointed in late 2008 when Freescale decided to initiate an exchange program for under-water stock options granted to employees in 2006, 2007 and 2008. Freescale felt that the current option program greatly reduced the performance and retention incentive of its equity award programs for their employees.
An early decision in the project was to manage the exchange elections process electronically, to avoid the significant amount of administration involved in a paper-based process that would be inefficient and prone to error. Freescale engaged Global Shares specifically to handle the stock option exchange program electronically. Global Shares’ role was to build a custom portal for Freescale’s participants, populate it with the data from the administrator, maintain their election status and transfer the resulting exchanges back to the administrator once the election period closed.
Freescale Stock Option Exchange Program
Freescale offered a one-for-one stock option exchange, including a new exercise price and expiration date, to approximately 3,000 participants in twenty-five countries who had been granted options in 2006, 2007 and 2008. The participants had 20 business days to accept or decline the offer. Once the time period for the offering elapsed, the participants would not have another opportunity to make an election.
The Assignment
Global Shares was engaged to manage the stock option exchange program by building a portal where participants could log on and see their offer and make their elections to accept or decline online. The project required Global Shares to send a communication to participants notifying them to log onto the portal. At the end of the offering period, Global Shares reported to Freescale and the stock plan administrator on the total number of participants who accepted, declined, or had taken no action at all.
Portal Benefits
- Participants logged on to the website to make their paperless election.
- Participants were provided access to only their respective offering memorandum documentation, as the program was extended to multiple plans and in multiple countries.
- The participant could change his or her election status any time while the exchange program window was open. This was noted multiple times as the participants navigated through the portal’s election page, summary page and confirmation email.
- Email confirmations were sent after participants made their elections, regardless of how many times they changed the election status.
- Every page had a contact link should the participant need to reset their password or ask general questions regarding the program.
Reporting Benefits
- Program elections were dated and time stamped, regardless of how many times participants changed their elections. Reports would provide the very last election made by a participant.
- The company could set up the option exchange program for respective countries independently, as some countries’ programs began at a later time due to registration requirements.
- Program statistics were managed through the administrator panel, which provided real-time status on the web-site or in Excel format, allowing Freescale to send targeted reminders to employees who had not made an election.
Other Benefits
- Freescale was able to avoid the significant cost of printing, packaging and mailing the option exchange packages to 3,000 participants.
- The entire process, from engagement to introduction of the portal was completed in 9 weeks.
 Challenges
The team faced multiple challenges. First, due to the short deadline, the website project team was working in parallel to the overall exchange program design project team, which meant there had to be strong coordination to ensure the website design was consistent at all times with the overall exchange program design. Secondly, there were many stakeholders involved in the project, representing multiple disciplines and functions. Strong project management and constant communication between the stakeholders kept the project on track.
Ongoing Partnership
Following on from the initial stock option exchange program, that launched on February 20, 2009, Global Shares will launch the program to additional participants in countries which were not included in the first phase.
Global Shares looks forward to working with Freescale on this and other business matters as well as many years of a continually successful partnership.
Case Study : Reed Elsevier
"Global Shares services include share plan administration and affiliated consultancy services to clients around the world. A recent example of our expertise and flexibility is displayed in work undertaken with Reed Elsevier, a FTSE 100 client also listed on Euronext Amsterdam. Global Shares provided data manipulation in meeting Reed Elsevier’s complex data transfer from a previous provider. Global Shares were commended by Reed Elsevier for the work carried out in the stringent timeline provided.”
Susan McLean
Project Manager, Executive Share Plans,
Group Compensation & Benefits Depart.Reed Elsevier Group plc
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Background
This assignment arose after Reed Elsevier, a FTSE 100 company, decided to move the administration of its executive stock plans from one large service provider (referred to below as the ‘incumbent provider’) to another large service provider (referred to below as the ‘new provider’).
The company had over the years granted options and made awards under numerous plans over shares listed on the FTSE and denominated in Sterling (‘PLC shares’) and over shares listed on EuroNext and denominated in Euro (‘NV shares’). Furthermore, it had made awards in the US over ADRs using both PLC shares and BV shares.
As is typical when converting from one third party administrator to another, the data that the incumbent provider made available to Reed Elsevier was not immediately capable of being uploaded into the new provider’s system and more information was required than was captured in the incumbent provider’s system. While it is not uncommon for one administrator to require different amounts of data than another, the challenge is to translate the data between systems and attach additional data in such a way that it can be uploaded into the new system.
The Assignment
Global Shares was tasked with taking the data from the incumbent provider and converting into a format for uploading to new provider’s system. The conversion was scheduled to be done over a period of two weeks to minimise the time during which it would be out-of-date.
The conversion required that additional data be added from documents and Excel spreadsheets provided by the client. One challenge for the company was that it wanted to capture pieces of information that was tracked in the incumbent provider’s system, but was not overtly captured in new provider’s system. In order to accomplish this, Global Shares actually manipulated the client’s data and creatively used available fields in the new provider’s system such that this additional information could be captured and retained for Reed Elsevier, working closely with the new provider to ensure that these manipulations would allow for this data to be captured.
Statistical Audit Report
Using dummy data, Global Shares created and tested a complex conversion tool in a statistical tool, which was then used to convert the live data received from the incumbent service provider. Complex conversion instructions which required using information from several different sources in order to identify correctly grants into the new provider’s plans were quickly applied, allowing for a quick and accurate conversion of the live data. The actual conversion of live data was achieved well within the client’s time requirement and required minimal adjustments once uploaded into the new provider’s system.
As the conversion tool being used is a statistical package, Global Shares was able to quickly provide both the client and the new provider with statistics to prove that the data provided by the incumbent adviser was, in fact, converted and captured in the new files. A custom report was developed within an hour to match a report that the new provider had created on their end for verification purposes. The ability of Global Shares to provide this statistical information gave both Reed Elsevier and the new provider comfort that the data conversion had been successful.
Not only has Reed Elsevier provided a client testimonial for this piece of work, it has also recommended Global Shares to other companies undergoing similar transfers.
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